<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
_____________________________________
For the quarter ended December 31, 1995 Commission file No. 0-10723
BOLT TECHNOLOGY CORPORATION
---------------------------
(Exact name of Registrant as specified in its charter)
CONNECTICUT 06-0773922
------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
FOUR DUKE PLACE, NORWALK, CONNECTICUT 06854
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
203-853-0700
------------
(Registrant's telephone number, including area code)
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
- -
The number of Shares outstanding of the Registrant's common stock as of
January 17, 1996 was:
Common Stock, without par value - 4,971,431 shares
(1)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
INDEX
-----
Page Number
___________
Part I - Financial Information:
Consolidated statements of income - three and
six months ended December 31, 1995 and 1994 3
Consolidated balance sheets -
December 31, 1995 and June 30, 1995 4
Consolidated statements of cash flows -
six months ended December 31, 1995 and 1994 5
Notes to consolidated financial statements 6-7
Management's discussion and analysis of financial
condition and results of operations 8-10
Part II - Other Information:
Item 4 - Submission of Matters to a Vote of Security Holders 10
Item 6 - Exhibits and reports on Form 8-K 10
Signatures 11
(2)
<PAGE>
PART I - FINANCIAL INFORMATION
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
_____________________________________
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Sales...................................... $1,677,000 $1,443,000 $3,636,000 $3,037,000
Service.................................... 100,000 152,000 270,000 414,000
Interest................................... 3,000 - 3,000 -
---------- ---------- ---------- ----------
1,780,000 1,595,000 3,909,000 3,451,000
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of sales.............................. 899,000 804,000 1,971,000 1,689,000
Cost of service............................ 187,000 160,000 440,000 385,000
Research and development................... 34,000 49,000 78,000 101,000
Selling, general and administrative........ 444,000 391,000 942,000 863,000
Interest................................... 6,000 11,000 14,000 26,000
---------- ---------- ---------- ----------
1,570,000 1,415,000 3,445,000 3,064,000
---------- ---------- ---------- ----------
Income before provision for income
taxes................................... 210,000 180,000 464,000 387,000
Provision for income taxes................ - - - -
---------- ---------- ---------- ----------
Net income.............................. $ 210,000 $ 180,000 $ 464,000 $387,000
========== ========== ========== ==========
Net income per common share............... $0.04 $0.04 $0.09 $0.07
========== ========== ========== ==========
Weighted average common and common
equivalent shares outstanding........... 4,971,431 4,970,846 4,971,431 5,330,065
========== ========== ========== ==========
See Notes to Consolidated Financial Statements.
</TABLE>
(3)
<PAGE>
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995
(unaudited)
----------- -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents..... $ 575,000 $ 59,000
Accounts receivable, net...... 1,370,000 1,961,000
Inventories................... 1,768,000 1,653,000
Other......................... 479,000 477,000
----------- -----------
Total current assets 4,192,000 4,150,000
----------- -----------
Property and Equipment, net..... 110,000 131,000
----------- -----------
Other Assets.................... 648,000 641,000
----------- -----------
$4,950,000 $4,922,000
=========== ===========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<S> <C> <C>
Current Liabilities:
Notes payable................ $ - $ 103,000
Accounts payable............. 460,000 682,000
Accrued liabilities.......... 364,000 475,000
----------- -----------
Total current liabilities 824,000 1,260,000
----------- -----------
Stockholders' Equity:
Common stock, without par
value....................... 24,660,000 24,660,000
Accumulated deficit......... (20,534,000) (20,998,000)
----------- -----------
Total stockholders' equity.... 4,126,000 3,662,000
----------- -----------
$4,950,000 $ 4,922,000
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
(4)
<PAGE>
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
December 31,
-----------------------------
1995 1994
---------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 464,000 $ 387,000
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation.......................................... 30,000 23,000
--------- ---------
494,000 410,000
Change in Operating Assets and Liabilities
Accounts receivable.................................. 591,000 (82,000)
Inventories.......................................... (115,000) 142,000
Other assets......................................... (9,000) (11,000)
Accounts payable and accrued liabilities............. (333,000) (164,000)
--------- ---------
Net cash provided by operating activities................. 628,000 295,000
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........................ (9,000) (54,000)
--------- ---------
Net cash used in investing activities................. (9,000) (54,000)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Warrant....................................... - (300,000)
Net (decrease) increase in borrowings under revolving
credit facility.......................................... (103,000) 30,000
Exercise of stock options................................. - 3,000
--------- ---------
Net cash used in financing activities................. (103,000) (267,000)
--------- ---------
NET INCREASE (DECREASE) IN CASH $ 516,000 $ (26,000)
========= =========
INTEREST PAID $ 25,000 $ 40,000
========= =========
INCOME TAXES PAID $4,000 $3,000
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
(5)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
(UNAUDITED)
-----------
NOTE-1- BASIS OF PRESENTATION
-----------------------------
The consolidated balance sheet as of December 31, 1995, the consolidated
statements of income for the three-month and six-month periods ended December
31, 1995 and 1994 and the consolidated statements of cash flows for the six-
month periods ended December 31, 1995 and 1994 are unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of such
financial statements have been included.
Such adjustments consisted only of normal recurring items. Interim results
are not necessarily indicative of results for a full year. It is suggested that
the December 31, 1995 consolidated financial statements be read in conjunction
with the consolidated financial statements and notes included in the Company's
Annual Report on Form 10-K for the year ended June 30, 1995.
NOTE- 2- NOTES PAYABLE
----------------------
The Company has a revolving credit facility with a domestic bank which
allows for borrowings up to $2,250,000 determined by a formula based upon
85% of eligible accounts receivable, inventory and equipment. At December
31, 1995 there were no borrowings outstanding under this agreement. Maximum
borrowings available at December 31, 1995 were $1,104,000. The agreement
will expire in July 1997, unless renewed and has an interest rate of 1 1/2%
over the bank's prime rate. The Company also pays an annual fee equal to 1%
of the facility limit.
The lender has a first priority security interest in all of the Company's
assets and, under the agreement, the Company must, among other things, maintain
no less than $930,000 of net worth. The Company is restricted from paying
dividends during the term of the loan agreement.
(6)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(CONTINUED)
-----------
NOTE 3 - INCOME TAXES
---------------------
At December 31, 1995, the Company had net operating loss carry-forwards of
approximately $17,490,000 which expire in the years 2001 through 2007.
Management has recorded a net tax asset of $1,035,000 relating to the
expected future benefits of the net operating loss carry-forwards and other
deductible temporary differences expected to be realized during the carry-
forward periods.
At December 31, 1995, current deferred tax assets of $408,000 were included
in the consolidated balance sheet under caption "Other" and $627,000 of
non-current deferred tax assets were included in the balance sheet under
caption "Other Assets".
NOTE 4 - INVENTORIES
--------------------
Inventories, net of reserves, are comprised of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995
------------ ----------
<S> <C> <C>
Raw materials and sub-assemblies.. $1,592,000 $1,526,000
Work-in process................... 176,000 127,000
---------- ----------
$1,768,000 $1,653,000
========== ==========
</TABLE>
NOTE 5 - PROPERTY AND EQUIPMENT
--------------------------------
Property and equipment are comprised of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1995 1995
------------- ------------
<S> <C> <C>
Building and leasehold improvements.. $ 534,000 $ 534,000
Geophysical equipment................ 2,680,000 2,674,000
Machinery and equipment.............. 4,021,000 4,104,000
Equipment held for rental............ 1,316,000 1,316,000
----------- -----------
8,551,000 8,628,000
Less accumulated depreciation..... (8,441,000) (8,497,000)
----------- -----------
$ 110,000 $ 131,000
=========== ===========
</TABLE>
(7)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
A summary of the Company's financial position follows:
<TABLE>
<CAPTION>
(In thousands)
------------------------------------------
December 31, June 30, June 30, June 30,
1995 1995 1994 1993
------------ -------- -------- --------
<S> <C> <C> <C> <C>
Working capital....... $3,368 $2,890 $1,873 $ 773
Stockholders' equity.. 4,126 3,662 2,006 930
Bank borrowings....... - 103 257 2,136
</TABLE>
The Company has financed its operations from internally generated cash,
its credit facility, and trade credit. Cash flow from operating activities
before changes in working capital items was $494,000 for the six months ended
December 31, 1995. Cash flow from operating activities after changes in working
capital items amounted to $628,000 for the six months ended December 31, 1995,
primarily from a decrease in accounts receivable caused by increased
collections. The Company believes that cash flow from operations, its credit
facility, and trade credit are sufficient to provide adequate liquidity in the
foreseeable future.
The cash flow noted above has been sufficient to eliminate outstanding
borrowings from the Company's credit facility. This facility provides for
borrowings of up to $2,250,000 determined by a formula based upon 85% of
eligible accounts receivables, inventory and equipment. Maximum borrowings
available as of December 31, 1995 were $1,104,000.
Capital expenditures amounted to $9,000 for the first six months of fiscal
1996. The Company anticipates that expenditures for the current fiscal year
will not exceed $75,000 and will be funded through cash flow from operations.
(8)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
-----------------------------------------------
RESULTS OF OPERATIONS
---------------------
Revenue for the three-month and six-month periods ended December 31, 1995
and 1994 were comprised of the following (000's omitted):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------------- -------------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales:
Marine equipment $1,606 $1,424 $3,560 $2,957
Land equipment 71 19 76 80
------ ------ ------ ------
1,677 1,443 3,636 3,037
------ ------ ------ ------
Service:
Data acquisition 100 152 270 414
------ ------ ------ ------
Interest 3 - 3 -
------ ------ ------ ------
Total Revenue $1,780 $1,595 $3,909 $3,451
====== ====== ====== ======
</TABLE>
Total revenue increased 12% for the second quarter and 13% for the
first six months of fiscal 1996. The second quarter and six-month period
reflect significant improvement in marine equipment sales which increased 13%
and 20%, respectively. The Company has continued to benefit from the wider
application of three dimensional seismic surveys which has increased the demand
for marine equipment.
Partially offsetting the increase in marine seismic equipment sales
has been reduced service revenue from the Company's Wellseis(R) operations
which decreased $52,000 for the quarter and $144,000 for the six-month period.
The decreases were caused by lower demand for this service.
Cost of sales as a percentage of sales decreased from 56% to 54% for
both the second quarter and six-month period. The decrease in the cost of
sales percentage for the current periods was caused by the improved margin on
the rental of land seismic energy sources.
Cost of service increased $27,000 for the quarter and $55,000 for the
six month period. The cost of service increase was caused by outside
consultants needed for the service work performed.
(9)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
-----------------------------------------------
RESULTS OF OPERATIONS (CONT'D.)
---------------------
Other operating costs (research and development and selling, general
and administrative costs) increased $38,000 for the quarter and $56,000 for the
six-month period. The increase in the second quarter was primarily the result
of a higher provision for bad debts and higher patent costs. The increase for
the six-month period was caused by higher fringe benefit expenses and a higher
provision for bad debts offset partially by reduced travel expenses.
Interest expense decreased $5,000 for the quarter and $12,000 for the
six-month period because of reduced borrowings under the Company's credit
facility.
Under the provisions of FASB No. 109 (See Note 3), a tax provision
was not required for the periods presented.
PART II - OTHER INFORMATION
---------------------------
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
At the Annual Meeting of Shareholders held on November 14, 1995, the
following actions were taken.
The following Directors were elected for a term of three years:
John H. Larson
Bernard Luskin
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits.
--------
(11) Statement re computation of earnings per share.
(27) Financial data schedule.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed by the Company during October,
November or December 1995.
(10)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
/s/ Raymond M. Soto
-------------------------------------
President and Treasurer
(Principal Executive Officer and
Principal Financial Officer)
/s/ Alan Levy
-------------------------------------
Vice President-Finance and Secretary
(Principal Accounting Officer)
January 31, 1996
(11)
<PAGE>
EXHIBIT 11
PART II - EXHIBIT 11
Computation of Net Income per Share of Common Stock
---------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------------------- -------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average shares of common stock
outstanding 4,971,431 4,970,846 4,971,431 4,963,458
Shares issuable from assumed exercise
of stock options and warrants. 136,034 37,348 122,482 366,607
---------- ---------- ---------- ----------
Weighted average shares outstanding,
as adjusted 5,107,465 5,008,194 5,093,913 5,330,065
========== ========== ========== ==========
Net income $ 210,000 $ 180,000 $ 464,000 $ 387,000
========== ========== ========== ==========
Net income per common share $0.04 $0.04 $0.09 $0.07
========== ========== ========== ==========
</TABLE>
In accordance with Accounting Principles Board Opinion No. 15, the inclusion of
common stock equivalents in the computation of earnings per share need not be
considered if the reduction in earnings per share is less than 3%. There-
fore, net income per common share and common share equivalent as shown on the
Consolidated Statements of Income for the three months ended December 31, 1995
and 1994 and the six months ended December 31, 1995 do not include
common share equivalents.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<PERIOD-START> JUL-01-1995
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 575,000
<SECURITIES> 0
<RECEIVABLES> 1,370,000
<ALLOWANCES> 0
<INVENTORY> 1,768,000
<CURRENT-ASSETS> 4,192,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,950,000
<CURRENT-LIABILITIES> 824,000
<BONDS> 0
0
0
<COMMON> 24,660,000
<OTHER-SE> (20,534,000)
<TOTAL-LIABILITY-AND-EQUITY> 4,950,000
<SALES> 3,636,000
<TOTAL-REVENUES> 3,909,000
<CGS> 1,971,000
<TOTAL-COSTS> 2,411,000
<OTHER-EXPENSES> 1,020,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,000
<INCOME-PRETAX> 464,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 464,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 464,000
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
